Exhibit C(10)
The Companies Acts 1985 to 2006
Private Company Limited by Shares
Company Number: 6547680
MEMORANDUM
AND ARTICLES
OF ASSOCIATION
BATS Trading Limited
Incorporated the 28th March 2008
Speechly Bircham LLP
Solicitors
6 Andrew Street
London
EC4A 3LX
Tel: 020 7427 6400
Fax: 020 7427 6600
THE COMPANIES ACTS 1985 to 2006
PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
BATS Trading Limited
1.
The Company's name is "BATS Trading Limited".
2.
The Company's registered office is to be situated in England and Wales.
3.1.........The object of the Company is to carry on business as a general commercial company.
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3.2............Without prejudice to the generality of the object and the powers of the Company derived from
section 3A of the Act the Company has power to do all or any of the following things:­
3.2.1.........To purchase or by any other means acquire and take options over any property whatever, and
any rights or privileges of any kind over or in respect of any property.
3.2.2.........To apply for, register, purchase, or by other means acquire and protect, prolong and renew,
whether in the United Kingdom or elsewhere, any trade marks, patents, copyrights, trade secrets, or other
intellectual property rights, licences, secret processes, designs, protections and concessions and to
disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in
respect of the same, and to expend money in experimenting upon, testing and improving any patents,
inventions or rights which the Company may acquire or propose to acquire.
3.2.3.........To acquire or undertake the whole or any part of the business, goodwill, and assets of any
person, firm, or company carrying on or proposing to carry on any of the businesses which the Company
is authorised to carry on and as part of the consideration for such acquisition to undertake all or any of the
liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into
partnership or into any arrangement for sharing profits, or for co-operation, or for mutual assistance with
any such person, firm or company, or for subsidising or otherwise assisting any such person, firm or
company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property
acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and
retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.
3.2.4.........To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage,
charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or
otherwise deal with all or any part of the property and rights of the Company.
3.2.5.........To invest and deal with the moneys of the Company not immediately required in such manner
as may from time to time be determined and to hold or otherwise deal with any investments made.
3.2.6.........To lend and advance money or give credit on any terms and with or without security to any
person, firm or company (including without prejudice to the generality of the foregoing any holding
company, subsidiary or fellow subsidiary of, or any other company associated in any way with, the
Company), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money
on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the
payment of any sum of money or the performance of any obligation by any person, firm or company
(including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow
subsidiary or associated company as aforesaid).
3.2.7.........To borrow and raise money in any manner and to secure the repayment of any money
borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or
any part of the Company's property or assets (whether present or future), including its uncalled capital,
and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the
performance by the Company of any obligation or liability it may undertake or which may become binding
on it.
3.2.8.........To draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of
exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable
instruments.
3.2.9.........To apply for, promote, and obtain any Act of Parliament, order, or licence of the Department of
Trade or other authority for enabling the Company to carry any of its objects into effect, or for effecting any
modification of the Company's constitution, or for any other purpose which may seem calculated directly
or indirectly to promote the Company's interests, and to oppose any proceedings or applications which
may seem calculated directly or indirectly to prejudice the Company's interests.
3.2.10.......To enter into any arrangements with any government or authority (supreme, municipal, local, or
otherwise) that may seem conducive to the attainment of the Company's objects or any of them, and to
obtain from any such government or authority any charters, decrees, rights, privileges or concessions
which the Company may think desirable and to carry out, exercise, and comply with any such charters,
decrees, rights, privileges, and concessions.
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3.2.11.......To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of,
place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities
issued or guaranteed by any other company constituted or carrying on business in any part of the world,
and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any
government or authority, municipal, local or otherwise, in any part of the world.
3.2.12.......To control, manage, finance, subsidise, co-ordinate or otherwise assist any company or
companies in which the Company has a direct or indirect financial interest, to provide secretarial,
administrative, technical, commercial and other services and facilities of all kinds for any such company or
companies and to make payments by way of subvention or otherwise and any other arrangements which
may seem desirable with respect to any business or operations of or generally with respect to any such
company or companies.
3.2.13.......To promote any other company for the purpose of acquiring the whole or any part of the
business or property or undertaking or any of the liabilities of the Company, or of undertaking any
business or operations which may appear likely to assist or benefit the Company or to enhance the value
of any property or business of the Company, and to place or guarantee the placing of, underwrite,
subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as
aforesaid.
3.2.14.......To sell or otherwise dispose of the whole or any part of the business or property of the
Company, either together or in portions, for such consideration as the Company may think fit, and in
particular for shares, debentures, or securities of any company purchasing the same.
3.2.15.......To act as agents or brokers and as trustees for any person, firm or company, and to undertake
and perform sub-contracts.
3.2.16.......To remunerate any person, firm or company rendering services to the Company either by cash
payment or by the allotment of shares or other securities of the Company credited as paid up in full or in
part or otherwise as may be thought expedient.
3.2.17.......To distribute among the members of the Company in kind any property of the Company of
whatever nature.
3.2.18.......To pay all or any expenses incurred in connection with the promotion, formation and
incorporation of the Company, or to contract with any person, firm or company to pay the same, and to
pay commissions to brokers and others for underwriting, placing, selling, or guaranteeing the subscription
of any shares or other securities of the Company.
3.2.19.......To support and subscribe to any charitable or public object and to support and subscribe to any
institution, society, or club which may be for the benefit of the Company or its directors or employees, or
may be connected with any town or place where the Company carries on business; to give or award
pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid and
generally to provide advantages, facilities and services for any persons who are or have been directors of,
or who are or have been employed by, or who are serving or have served the Company, or any company
which is a subsidiary of the Company or the holding company of the Company or a fellow subsidiary of the
Company or the predecessors in business of the Company or of any such subsidiary, holding or fellow
subsidiary company and to the wives, widows, children and other relatives and dependants of such
persons; to make payments towards insurance including insurance for any director, officer or auditor
against any liability in respect of any negligence, default, breach of duty or breach of trust (so far as
permitted by law); and to set up, establish, support and maintain superannuation and other funds or
schemes (whether contributory or non-contributory) for the benefit of any of such persons and of their
wives, widows, children and other relatives and dependants; and to set up, establish, support and
maintain profit sharing or share purchase schemes for the benefit of any of the employees of the
Company or of any such subsidiary, holding or fellow subsidiary company and to lend money to any such
employees or to trustees on their behalf to enable any such schemes to be established or maintained.
3.2.20.......Subject to and in accordance with the provisions of the Act (if and so far as such provisions
shall be applicable) to give, directly or indirectly, financial assistance for the acquisition of shares or other
securities of the Company or of any other company or for the reduction or discharge of any liability
incurred in respect of such acquisition.
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3.2.21.......To procure the Company to be registered or recognised in any part of the world.
3.2.22.......To do all or any of the things or matters aforesaid in any part of the world and either as
principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or
otherwise and either alone or in conjunction with others.
3.2.23.......To do all such other things as may be deemed incidental or conducive to the attainment of the
Company's objects or any of them.
3.2.24........AND so that:­
3.2.24.1.....None of the provisions set forth in any sub-clause of this clause shall be restrictively construed
but the widest interpretation shall be given to each such provision, and none of such provisions shall,
except where the context expressly so requires, be in any way limited or restricted by reference to or
inference from any other provision set forth in such sub-clause, or by reference to or inference from the
terms of any other sub-clause of this clause, or by reference to or inference from the name of the
Company.
3.2.24.2.....The word "company" in this clause, except where used in reference to the Company, shall be
deemed to include any partnership or other body of persons, whether incorporated or unincorporated and
whether domiciled in the United Kingdom or elsewhere.
3.2.24.3.....In this clause the expression "the Act" means the Companies Act 1985, but so that any
reference in this clause to any provision of the Act shall be deemed to include a reference to any statutory
modification or re-enactment of that provision for the time being in force.
4................The liability of the members is limited.
5.
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The Company's share capital is £1,000,000 divided into 1,000,000 shares of £1 each.
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I, the subscriber to this Memorandum of Association, wish to be formed into a Company pursuant to this
Memorandum; and I agree to take the number of shares shown opposite my name.
Number of shares taken
by the subscriber
Name and address of subscriber
BATS Holdings, Inc
The Corporation Trust Company
1209 Orange Street
WILMINGTON
19801
Delaware
USA
1
Total shares taken
Dated
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­
One
28th March 2008.
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THE COMPANIES ACTS 1985 to 2006
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF
BATS Trading Limited
1................PRELIMINARY
1.1............The regulations contained in Table A in the Schedule to the Companies (Tables A to F)
Regulations 1985 (SI 1985 No. 805) as amended by The Companies (Tables A to F) (Amendment)
Regulations 1985 (SI 1985 No. 1052), The Companies Act 1985 (Electronic Communications) Order 2000
(SI 2000 No. 3373), the Companies (Tables A to F) (Amendment) Regulations 2007 (SI 2007 No. 2541)
and the Companies (Tables A to F) (Amendment) (No 2) Regulations 2007 (SI 2007 No. 2826) so far as it
relates to private companies limited by shares (such Table being hereinafter called "Table A") shall apply
to the Company save in so far as they are excluded or varied hereby and such regulations (save as so
excluded or varied) and the Articles hereinafter contained shall be the Articles of Association of the
Company.
1.2............In these Articles the expression "the Act" means the Companies Act 1985 and "the 2006 Act"
means the Companies Act 2006, but so that any reference in these Articles to any provision of the Act or
the 2006 Act shall be deemed to include a reference to any statutory modification or re-enactment of that
provision for the time being in force.
2................ALLOTMENT OF SHARES
2.1............Shares which are comprised in the authorised share capital with which the Company is
incorporated shall be under the control of the directors who may (subject to section 80 of the Act and to
article 2.4 below) allot, grant options over or otherwise dispose of the same, to such persons, on such
terms and in such manner as they think fit.
2.2............All shares which are not comprised in the authorised share capital with which the Company is
incorporated and which the directors propose to issue shall first be offered to the members in proportion
as nearly as may be to the number of the existing shares held by them respectively unless the Company
in general meeting shall by special resolution otherwise direct. The offer shall be made by notice
specifying the number of shares offered, and limiting a period (not being less than 14 days) within which
the offer, if not accepted, will be deemed to be declined. After the expiration of that period, those shares
so deemed to be declined shall be offered in the proportion aforesaid to the persons who have, within the
said period, accepted all the shares offered to them; such further offer shall be made in like terms in the
same manner and limited by a like period as the original offer. Any shares not accepted pursuant to such
offer or further offer as aforesaid or not capable of being offered as aforesaid except by way of fractions
and any shares released from the provisions of this article by any such special resolution as aforesaid
shall be under the control of the directors, who may allot, grant options over or otherwise dispose of the
same to such persons, on such terms, and in such manner as they think fit, provided that, in the case of
shares not accepted as aforesaid, such shares shall not be disposed of on terms which are more
favourable to the subscribers therefor than the terms on which they were offered to the members. The
foregoing provisions of this article 2.2 shall have effect subject to section 80 of the Act.
2.3............In accordance with section 91(1) of the Act sections 89(1) and 90(1) to (6) (inclusive) of the Act
shall not apply to the Company.
2.4............The directors are generally and unconditionally authorised for the purposes of section 80 of the
Act to exercise any power of the Company to allot and grant rights to subscribe for or convert securities
into shares of the Company up to the amount of the authorised share capital with which the Company is
incorporated at any time or times during the period of five years from the date of incorporation and the
directors may, after that period, allot any shares or grant any such rights under this authority in pursuance
of an offer or agreement so to do made by the Company within that period. The authority hereby given
may at any time (subject to the said section 80) be renewed, revoked or varied by ordinary resolution.
3................SHARES
3.1............The lien conferred by regulation 8 in Table A shall attach also to fully paid-up shares, and the
Company shall also have a first and paramount lien on all shares, whether fully paid or not, standing
registered in the name of any person indebted or under liability to the Company, whether he shall be the
sole registered holder thereof or shall be one of two or more joint holders, for all moneys presently
payable by him or his estate to the Company. Regulation 8 in Table A shall be modified accordingly.
3.2............The liability of any member in default in respect of a call shall be increased by the addition at
the end of the first sentence of regulation 18 in Table A of the words "and all expenses that may have
been incurred by the Company by reason of such non-payment".
4................GENERAL MEETINGS AND RESOLUTIONS
4.1............Every notice convening a general meeting shall comply with the provisions of section 325(1) of
the 2006 Act as to giving information to members in regard to their right to appoint proxies; and notices of
and other communications relating to any general meeting which any member is entitled to receive shall
be sent to the directors and to the auditors for the time being of the Company.
4.2.1.........No business shall be transacted at any general meeting unless a quorum is present. Subject to
article 4.2.2 below, two persons entitled to vote upon the business to be transacted, each being a member
or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum.
4.2.2............If and for so long as the Company has only one member, that member present in person or
by proxy or (if that member is a corporation) by a duly authorised representative shall be a quorum.
4.2.3............If a quorum is not present within half an hour from the time appointed for a general meeting
the general meeting shall stand adjourned to the same day in the next week at the same time and place or
to such other day and at such other time and place as the directors may determine; and if at the adjourned
general meeting a quorum is not present within half an hour from the time appointed therefor such
adjourned general meeting shall be dissolved.
4.2.4............Regulations 40 and 41 in Table A shall not apply to the Company.
4.3.1............If and for so long as the Company has only one member and that member takes any decision
which is required to be taken in general meeting or by means of a written resolution, that decision shall be
as valid and effectual as if agreed by the Company in general meeting, subject as provided in article 4.3.3
below.
4.3.2............Any decision taken by a sole member pursuant to article 4.3.1 above shall be recorded in
writing and delivered by that member to the Company for entry in the Company's minute book.
4.3.3............Resolutions under section 168 of the 2006 Act for the removal of a director before the
expiration of his period of office and under section 391 of the Act for the removal of an auditor before the
expiration of his period of office shall only be considered by the Company in general meeting.
4.4............A member present at a meeting by proxy shall be entitled to speak at the meeting and shall be
entitled to one vote on a show of hands. In any case where the same person is appointed proxy for more
than one member he shall on a show of hands have as many votes as the number of members for whom
he is proxy. A member present at a meeting by more than one proxy shall be entitled to speak at the
meeting through each of the proxies but the proxies together shall be entitled to only one vote on a show
of hands. In the event that the proxies do not reach agreement as to how their vote should be exercised
on a show of hands, the voting power is treated as not exercised. Regulation 54 in Table A shall be
modified accordingly.
4.5............Unless resolved by ordinary resolution that regulation 62 in Table A shall apply without
modification, the appointment of a proxy and any authority under which the proxy is appointed or a copy of
such authority certified notarially or in some other way approved by the directors may be deposited or
received at the place specified in regulation 62 in Table A up to the commencement of the meeting or (in
any case where a poll is taken otherwise than at the meeting) of the taking of the poll or may be handed to
the chairman of the meeting prior to the commencement of the business of the meeting.
5................APPOINTMENT OF DIRECTORS
5.1.1.........Regulation 64 in Table A shall not apply to the Company.
5.1.2.........The maximum number and minimum number respectively of the directors may be determined
from time to time by ordinary resolution. Subject to and in default of any such determination there shall be
no maximum number of directors and the minimum number of directors shall be one. Whenever the
minimum number of directors is one, a sole director shall have authority to exercise all the powers and
discretions by Table A and by these Articles expressed to be vested in the directors generally, and
regulation 89 in Table A shall be modified accordingly.
5.2............Regulations 76 to 79 (inclusive) in Table A shall not apply to the Company.
5.3............No person shall be appointed a director at any general meeting unless either:­
.................(a).............he is recommended by the directors; or
.................(b).............not less than 14 nor more than 35 clear days before the date appointed for the
general meeting, notice signed by a member qualified to vote at the general meeting has been given to the
Company of the intention to propose that person for appointment, together with notice signed by that
person of his willingness to be appointed.
5.4.1.........Subject to article 5.3 above, the Company may by ordinary resolution appoint any person who
is willing to act to be a director, either to fill a vacancy or as an additional director.
5.4.2.........The directors may appoint a person who is willing to act to be a director, either to fill a vacancy
or as an additional director, provided that the appointment does not cause the number of directors to
exceed any number determined in accordance with article 5.1.2 above as the maximum number of
directors and for the time being in force.
5.5............In any case where as the result of death or deaths the Company has no members and no
directors the personal representatives of the last member to have died shall have the right by notice in
writing to appoint a person to be a director of the Company and such appointment shall be as effective as
if made by the Company in general meeting pursuant to article 5.4.1 above. For the purpose of this
article, where two or more members die in circumstances rendering it uncertain which of them survived
the other or others, the members shall be deemed to have died in order of seniority, and accordingly the
younger shall be deemed to have survived the elder.
6................BORROWING POWERS
6.1............The directors may exercise all the powers of the Company to borrow money without limit as to
amount and upon such terms and in such manner as they think fit, and subject (in the case of any security
convertible into shares) to section 80 of the Act to grant any mortgage, charge or standard security over
its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture
stock, and other securities whether outright or as security for any debt, liability or obligation of the
Company or of any third party.
7................ALTERNATE DIRECTORS
7.1............Unless otherwise determined by the Company in general meeting by ordinary resolution an
alternate director shall not be entitled as such to receive any remuneration from the Company, save that
he may be paid by the Company such part (if any) of the remuneration otherwise payable to his appointor
as such appointor may by notice in writing to the Company from time to time direct, and the first sentence
of regulation 66 in Table A shall be modified accordingly.
7.2............A director, or any such other person as is mentioned in regulation 65 in Table A, may act as an
alternate director to represent more than one director, and an alternate director shall be entitled at any
meeting of the directors or of any committee of the directors to one vote for every director whom he
represents in addition to his own vote (if any) as a director, but he shall count as only one for the purpose
of determining whether a quorum is present.
8................GRATUITIES AND PENSIONS
8.1.1.........The directors may exercise the powers of the Company conferred by its Memorandum of
Association in relation to the payment of pensions, gratuities and other benefits and shall be entitled to
retain any benefits received by them or any of them by reason of the exercise of any such powers.
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8.1.2..............Regulation 87 in Table A shall not apply to the Company.
9.....................PROCEEDINGS OF DIRECTORS
9.1.1..............A director may vote, at any meeting of the directors or of any committee of the directors, on
any resolution, notwithstanding that it in any way concerns or relates to a matter in which he has, directly
or indirectly, any kind of interest whatsoever, and if he shall vote on any such resolution his vote shall be
counted; and in relation to any such resolution as aforesaid he shall (whether or not he shall vote on the
same) be taken into account in calculating the quorum present at the meeting.
9.1.2..............Each director shall comply with his obligations to disclose his interest in contracts under
section 317 of the Act.
9.1.3..............Regulations 94 to 97 (inclusive) in Table A shall not apply to the Company.
10..................COMMUNICATION BY MEANS OF A WEBSITE
10.1...............Subject to the provisions of the 2006 Act, a document or information may be sent or supplied
by the Company to a person by being made available on a website.
11..................THE SEAL
11.1...............If the Company has a seal it shall only be used with the authority of the directors or of a
committee of directors. The directors may determine who shall sign any instrument to which the seal is
affixed and unless otherwise so determined it shall be signed by a director and by the secretary or second
director. The obligation under regulation 6 in Table A relating to the sealing of share certificates shall
apply only if the Company has a seal. Regulation 101 in Table A shall not apply to the Company.
11.2...............The Company may exercise the powers conferred by section 39 of the Act with regard to
having an official seal for use abroad, and such powers shall be vested in the directors.
12..................PROTECTION FROM LIABILITY
12.1...............For the purposes of this article a "Liability" is any liability incurred by a person in connection
with any negligence, default, breach of duty or breach of trust by him in relation to the Company or
otherwise in connection with his duties, powers or office and "Associated Company" shall bear the
meaning referred to in section 256 of the 2006 Act. Subject to the provisions of the 2006 Act and without
prejudice to any protection from liability which may otherwise apply:
.....................(a)...............the directors shall have power to purchase and maintain for any director of the
Company, any director of an Associated Company, any auditor of the Company and any officer of the
Company (not being a director or auditor of the Company), insurance against any Liability; and
.....................(b)...............every director or auditor of the Company and every officer of the Company (not
being a director or auditor of the Company) shall be indemnified out of the assets of the Company against
any loss or liability incurred by him in defending any proceedings in which judgment is given in his favour
or in which he is acquitted or in connection with any application in which relief is granted to him by the
court from any Liability.
12.2...............Regulation 118 in Table A shall not apply to the Company.
13..................TRANSFER OF SHARES
13.1...............The directors may, in their absolute discretion and without assigning any reason therefor,
decline to register the transfer of a share, whether or not it is a fully paid share, and the first sentence of
regulation 24 in Table A shall not apply to the Company.
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Name and address of subscriber
BATS Holdings, Inc
The Corporation Trust Company
1209 Orange Street
WILMINGTON
19801
Delaware
USA
Dated
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28th March 2008.
MG07i(a)/XX
lhe regulations of Table A to the Companies Act J985 apply to the Company save in so far as they are excluded or variedby
its Articles ofAssociation.
Table A as it relates to a private company limited by shares, as prescribed by the Companies (Tables A to F)
Regulations 1985 (S.1. 1985 No. 805), amended by the Companies (Tables A to F) (Amendment) Regulations
1985 (S.1. 1985 No. 1052), The Companies Act 1985 (Electronic Communications) Order 2000 (S.1. 2000 No.
3373), the Companies (Tables A to F) (Amendment) Regulations 2007 (S.1. 2007 No 2541) and the Companies
(Tables A to F) (Amendment) (No 2) Regulations 2007 (S.1. 2007 No 2826), is reprinted below.
Table A
THE COMPANIES ACT 1985
Regulations for Management
of a Company Limited by Shares
INTERPRETATION
1.
In these regulations­
"the Act" means the Companies Act 1985 including any statutory modification or
re-enactment thereof for the time being in force and any provisions of the
Companies Act 2006 for the time being in force.
"the articles" means the articles of the company.
"clear days" in relation to the period of notice means that period excluding the day
when the notice is given or deemed to be given and the day for which it is given or
on which it is to take effect.
"communication" means the same as in the Electronic Communications Act 2000.
"electronic communication" means the same as in the Electronic
Communications Act 2000.
"executed" includes any mode of execution.
"office" means the registered office of the company.
"the holder" in relation to shares means the member whose name is entered in the
register of members as the holder of the shares.
"the seal" means the common seal of the company.
"secretary" means the secretary of the company or any other person appointed to
perform the duties of the secretary of the company, including a joint, assistant or
deputy secretary.
"the United Kingdom" means Great Britain and Northern Ireland.
Unless the context otherwise requires, words or expressions contained in these
regulations bear the same meaning as in the Act but excluding any statutory
modification thereof not in force when these regulations become binding on the
company.
SHARE CAPITAL
2.
SUbject to the provisions of the Act and without prejudice to any rights
attached to any existing shares, any share may be issued with such rights or
restrictions as the company may by ordinary resolution determine.
3.
SUbject to the provisions of the Act, shares may be issued which are to be
redeemed or are to be liable to be redeemed at the option of the company or the
holder on such terms and in such manner as may be provided by the articles.
4.
The company may exercise the powers of paying commissions conferred by
the Act. Subject to the proviSions of the Act, any such commission may be satisfied
by the payment of cash or by the allotment of fully or partly paid shares or partly in
one way and partly in the other.
5.
Except as required by law, no person shall be recognised by the company as
holding any share upon any trust and (except as otherwise provided by the articles
or by law) the company shall not be bound by or recognise any interest in any share
except an absolute right to the entirety thereof in the holder.
SHARE CERTIFICATES
6.
Every member, upon becoming the holder of any shares, shall be entitled
without payment to one certificate for all the shares of each class held by him (and,
upon transferring a part of his holding of shares of any class, to a certificate for the
balance of such holding) or several certificates each for one or more of his shares
upon payment for every certificate after the first of such reasonable sum as the
directors may determine. Every certificate shall be sealed with the seal and shall
specify the number, class and distinguishing numbers (if any) of the shares to
which it relates and the amount or respective amounts paid up thereon. The
company shall not be bound to issue more than one certificate for shares held
jointly by several persons and delivery of a certificate to one joint holder shall be a
sufficient delivery to all of them.
7.
If a share certificate is defaced, worn-out, lost or destroyed, it may be
renewed on such terms (if any) as to evidence and indemnity and payment of the
expenses reasonably incurred by the company in investigating evidence as the
directors may determine but otherwise free of charge, and (in the case of
defacement or wearing-out) on delivery up of the old certificate.
LIEN
8.
The company shall have a first and paramount lien on every share (not being
a fully paid share) for all moneys (whether presently payable or not) payable at a
fixed time or called in respect of that share. The directors may at any time declare
any share to be wholly or in part exempt from the provisions of this regulation. The
company's lien on a share shall extend to any amount payable in respect of it.
9.
The company may sell in such manner as the directors determine any shares
on which the company has a lien if a sum in respect of which the lien exists is
presently payable and is not paid within fourteen clear days after notice has been
given to the holder of the share or to the person entitled to it in consequence of the
death or bankruptcy of the holder, demanding payment and stating that if the notice
is not complied with the shares may be sold.
10.
To give effect to a sale the directors may authorise some person to execute
an instrument of transfer of the shares sold to, or in accordance with the directions
of, the purchaser. The title of the transferee to the shares shall not be affected by
any irregularity in or invalidity of the proceedings in reference to the sale.
11.
The net proceeds of the sale, after payment of the costs, shall be applied in
payment of so much of the sum for which the lien exists as is presently payable,
and any residue shall (upon surrender to the company for cancellation of the
certificate for the shares sold and SUbject to a like lien for any moneys not presently
payable as existed upon the shares before the sale) be paid to the person entitled to
the shares at the date of the sale.
CALLS ON SHARES AND FORFEITURE
12.
SUbject to the terms of allotment the directors may make calls upon the
members in respect of any moneys unpaid on their shares (whether in respect of
nominal value or premium) and each member shall (subject to receiving at least
fourteen clear days' notice specifying when and where payment is to be made) pay
to the company as required by the notice the amount called on his shares. A call
may be required to be paid by instalments. A call may, before receipt by the
company of any sum due thereunder, be revoked in whole or part and payment of a
call may be postponed in whole or part. A person upon whom a call is made shall
remain liable for calls made upon him notwithstanding the subsequent transfer of
the shares in respect whereof the call was made.
13.
A call shall be deemed to have been made at the time when the resolution of
the directors authorising the call was passed.
14.
The joint holders of a share shall be jointly and severally liable to pay all calls
in respect thereof.
If a call remains unpaid after it has become due and payable the person from
15
whom it is due and payable shall pay interest on the amount unpaid from the day it
became due and payable until it is paid at the rate fixed by the terms of allotment of
the share or in the notice of the call, or if no rate is fixed, at the appropriate rate (as
defined by the Act) but the directors may waive payment of the interest wholly or in
part.
16.
An amount payable in respect of a share on allotment or at any fixed date,
whether in respect of nominal value or premium or as an instalment of a call, shall
be deemed to be a call and if it is not paid the provisions of the articles shall apply
as if that amount had become due and payable by virtue of a call
17.
Subject to the terms of allotment, the directors may make arrangements on
the issue of shares for a difference between the holders in the amounts and times
of payment of calls on their shares.
18.
If a call remains unpaid after it has become due and payable the directors
may give to the person from whom it is due not less than fourteen clear days' notice
requiring payment of the amount unpaid together with any interest which may have
accrued. The notice shall name the place where payment is to be made and shall
state that if the notice is not complied with the shares in respect of which the call
was made will be liable to be forfeited.
19
If the notice is not complied with any share in respect of which it was given
may, before the payment required by the notice has been made, be forfeited by a
resolution of the directors and the forfeiture shall include all dividends or other
moneys payable in respect of the forfeited shares and not paid before the forfeiture.
20.
Subject to the provisions of the Act, a forfeited share may be sold, re-allotted
or otherwise disposed of on such terms and in such manner as the directors
determine either to the person who was before the forfeiture the holder or to any
other person and at any time before sale, re-allotment or other disposition, the
forfeiture may be cancelled on such terms as the directors think fit. Where for the
purposes of its disposal a forfeited share is to be transferred to any person the
directors may authorise some person to execute an instrument of transfer of the
share to that person.
21.
A person any of whose shares have been forfeited shall cease to be a
member in respect of them and shall surrender to the company for cancellation the
certificate for the shares forfeited but shall remain liable to the company for all
moneys which at the date of forfeiture were presently payable by him to the
company in respect of those shares with interest at the rate at which interest was
payable on those moneys before the forfeiture or, if no interest was so payable, at
the appropriate rate (as defined in the Act) from the date of forfeiture until payment
but the directors may waive payment wholly or in part or enforce payment without
any allowance for the value of the shares at the time of forfeiture or for any
consideration received on their disposal.
22.
A statutory declaration by a director or the secretary that a share has been
forfeited on a specified date shall be conclusive evidence of the facts stated in it as
against all persons claiming to be entitled to the share and the declaration shall
(subject to the execution of an instrument of transfer if necessary) constitute a good
title to the share and the person to whom the share IS disposed of shall not be
bound to see to the application of the consideration, if any, nor shall his title to the
share be affected by any irregularity in or invalidity of the proceedings in reference
to the forfeiture or disposal of the share.
TRANSFER OF SHARES
23.
The instrument of transfer of a share may be in any usual form or in any other
form which the directors may approve and shall be executed by or on behalf of the
transferor and, unless the share is fully paid, by or on behalf of the transferee.
24.
The directors may refuse to register the transfer of a share which is not fully
paid to a person of whom they do not approve and they may refuse to register the
transfer of a share on which the company has a lien, They may also refuse to
register a transfer unless:­
(a)
it is lodged at the office or at such other place as the directors may
appoint and is accompanied by the certificate for the shares to which it relates and
such other evidence as the directors may reasonably require to show the right of the
transferor to make the transfer:­
(b)
it is in respect of only one class of shares; and
(c)
it is in favour of not more than four transferees.
25.
If the directors refuse to register a transfer of a share, they shall within two
months after the date on which the transfer was lodged with the company send to
the transferee notice of the refusal.
26.
The registration of transfers of shares or of transfers of any class of shares
may be suspended at such times and for such periods (not exceeding thirty days in
any year) as the directors may determine.
27.
No fee shall be charged for the registration of any instrument of transfer or
other document, relating to or affecting the title to any share.
28.
The company shall be entitled to retain any instrument of transfer which is
registered, but any instrument of transfer which the directors refuse to register shall
be returned to the person lodging it when notice of the refusal is given.
TRANSMISSION OF SHARES
29.
If a member dies the survivor or survivors where he was a joint holder, and
his personal representatives where he was a sale holder or the only survivor of joint
holders, shall be the only persons recognised by the company as having any title to
his interest; but nothing herein contained shall release the estate of a deceased
member from any liability in respect of any share which had been jointly held by
him.
30.
A person becoming entitled to a share in consequence of the death or
bankruptcy of a member may, upon such evidence being produced as the directors
may properly require, elect either to become the holder of the share or to have some
person nominated by him registered as the transferee. If he elects to become the
holder he shall give notice to the company to that effect. If he elects to have
another person registered he shall execute an instrument of transfer of the share to
that person. All the articles relating to the transfer of shares shall apply to the
notice or instrument of transfer as if it were an instrument of transfer executed by
the member and the death or bankruptcy of the member had not occurred.
31.
A person becoming entitled to a share in consequence of the death or
bankruptcy of a member shall have the rights to which he would be entitled if he
were the holder of the share, except that he shall not before being registered as the
holder of the share, be entitled in respect of it to attend or vote at any meeting of the
company or at any separate meeting of the holders of any class of shares in the
company.
ALTERATION OF SHARE CAPITAL
32.
The company may by ordinary resolution:­
(a)
increase its share capital by new shares of such amount as the
resolution prescribes;
(b)
consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(c)
subject to the provisions of the Act. sub-divide its shares, or any of
them, into shares of smaller amount and the resolution may determine that, as
between the shares resulting from the sub-division, any of them may have any
preference or advantage as compared with the others; and
(d)
cancel shares which, at the date of the passing of the resolution, have
not been taken or agreed to be taken by any person and diminish the amount of its
share capital by the amount of the shares so cancelled.
33.
Whenever as a result of a consolidation of shares any members would
become entitled to fractions of a share, the directors may, on behalf of those
members, sell the shares representing the fractions for the best price reasonably
obtainable to any person (including, subject to the provisions of the Act. the
company) and distribute the net proceeds of sale in due proportion among those
members, and the directors may authorise some person to execute an instrument of
transfer of the shares to, or in accordance with the direction of, the purchaser. The
transferee shall not be bound to see to the application of the purchase money nor
shall his title to the shares be affected by any irregularity in or invalidity of the
proceedings in reference to the sale.
34
Subject to the provisions of the Act, the company may by special resolution
reduce its share capital, any capital redemption reserve and any share premium
account in any way.
PURCHASE OF OWN SHARES
35.
Subject to the provisions of the Act, the company may purchase its own
shares (including any redeemable shares) and, if it is a private company, make a
payment in respect of the redemption or purchase of its own shares otherwise than
out of distributable profits of the company or the proceeds of a fresh issue of
shares.
GENERAL MEETINGS
36
[Deleted]
37.
The directors may call general meetings and, on the requisition of members
pursuant to the provisions of the Act, shall forthwith proceed to convene a general
meeting in accordance with the provisions of the Act. If there are not within the
United Kingdom sufficient directors to call a general meeting, any director or any
member of the company may call a general meeting.
NOTICE OF GENERAL MEETINGS
38.
General meetings shall be called by at least fourteen clear days' notice but a
general meeting may be called by shorter notice if it is so agreed:­
(a)
[Deleted]
(b)
by a majority in number of the members having a right to attend and
vote being a majority together holding not less than ninety per cent in nominal value
of the shares giving that right.
The notice shall specify the time and place of the meeting and the general nature of
the business to be transacted.
Subject to the provisions of the articles and to any restrictions imposed on any
shares, the notice shall be given to all the members, to all persons entitled to a
share in consequence of the death or bankruptcy of a member and to the directors
and auditors.
39.
The accidental omission to give notice of a meeting to, or the non-receipt of
notice of a meeting by, any person entitled to receive notice shall not invalidate the
proceedings at that meeting
PROCEEDINGS AT GENERAL MEETINGS
40.
No business shall be transacted at any meeting unless a quorum is present.
Save in the case of a company with a single member two persons entitled to vote
upon the business to be transacted, each being a member or a proxy for a member
or a duly authorised representative of a corporation, shall be a quorum.
41.
If such a quorum is not present within half an hour from the time appointed
for the meeting, or if during a meeting such a quorum ceases to be present, the
meeting shall stand adjourned to the same day in the next week at the same time
and place or to such time and place as the directors may determine.
42.
The chairman, if any, of the board of directors or in his absence some other
director nominated by the directors shall preside as chairman of the meeting, but if
neither the chairman nor such other director (if any) be present within fifteen
minutes after the time appointed for holding the meeting and willing to act, the
directors present shall elect one of their number to be chairman and, if there is only
one director present and willing to act, he shall be chairman.
43.
If no director is willing to act as chairman, or if no director is present within
fifteen minutes after the time appointed for holding the meeting, the members
present and entitled to vote shall choose one of their number to be chairman.
44.
A director shall, notwithstanding that he is not a member, be entitled to
attend and speak at any general meeting and at any separate meeting of the
holders of any class of shares in the company.
45.
The chairman may, with the consent of a meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meeting from time to
time and from place to place, but no business shall be transacted at an adjourned
meeting other than business which might properly have been transacted at the
meeting had the adjournment not taken place. VVhen a meeting is adjourned for
fourteen days or more, at least seven clear days' notice shall be given specifying the
time and place of the adjourned meeting and the general nature of the business to
be transacted. Otherwise it shall not be necessary to give any such notice
46.
A resolution put to the vote of a meeting shall be decided on a show of hands
unless before, or on the declaration of the result of, the show of hands a poll is duly
demanded. Subject to the provisions of the Act. a poll may be demanded:­
(a)
by the chairman; or
(b)
by at least two members having the right to vote at the meeting; or
(c)
by a member or members representing not less than one-tenth of the
total voting rights of all the members having the right to vote at the meeting; or
(d)
by a member or members holding shares conferring a right to vote at
the meeting being shares on which an aggregate sum has been paid up equal to
not less than one-tenth of the total sum paid up on all the shares conferring that
right;
and a demand by a person as proxy for a member shall be the same as a demand
by the member.
47.
Unless a poll is duly demanded a declaration by the chairman that a
resolution has been carried or carried unanimously, or by a particular majority, or
lost, or not carried by a particular majority and an entry to that effect in the minutes
of the meeting shall be conclusive evidence of the fact without proof of the number
of proportion of the votes recorded in favour of or against the resolution
48.
The demand for a poll may, before the poll is taken, be withdrawn but only
with the consent of the chairman and a demand so withdrawn shall not be taken to
have invalidated the result of a show of hands declared before the demand was
made.
49.
A poll shall be taken as the chairman directs and he may appoint scrutineers
(who need not be members) and fix a time and place for declaring the result of the
poll. The result of the poll shall be deemed to be the resolution of the meeting at
which the poll was demanded.
50.
[Deleted]
51.
A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question shall
be taken either forthwith or at such time and place as the chairman directs not
being more than thirty days after the poll is demanded. The demand for a poll shall
not prevent the continuance of a meeting for the transaction of any business other
than the question on which the poll was demanded. If a poll is demanded before
the declaration of the result of a show of hands and the demand is duly withdrawn,
the meeting shall continue as if the demand had not been made.
52.
No notice need be given of a poll not taken forthwith if the time and place at
which it is to be taken are announced at the meeting at which it is demanded. In
any other case at least seven clear days' notice shall be given specifying the time
and place at which the poll is to be taken.
53.
[Deleted]
VOTES OF MEMBERS
54.
SUbject to any rights or restrictions attached to any shares, on a show of
hands every member who (being an individual) is present in person or by proxy or
(being a corporation) is present by a duly authorised representative or by proxy,
unless the proxy (in either case) or the representative is himself a member entitled
to vote, shall have one vote and on a poll every member shall have one vote for
every share of which he is the holder.
In the case of joint holders the vote of the senior who tenders a vote, whether
55.
in person or by proxy, shall be accepted to the exclusion of the votes of the other
joint holders; and seniority shall be determined by the order in which the names of
the holders stand in the register of members.
56.
A member in respect of whom an order has been made by any court having
jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning
mental disorder may vote, whether on a show of hands or on a poll, by his receiver,
curator bonis or other person authorised in that behalf appointed by that court, and
any such receiver, curator bonis or other person may, on a poll, vote by proxy.
Evidence to the satisfaction of the directors of the authority of the person claiming to
exercise the right to vote shall be deposited at the office, or at such other place as is
specified in accordance with the articles for the deposit of instruments of proxy, not
less than 48 hours before the time appointed for holding the meeting or adjourned
meeting at which the right to vote is to be exercised and in default the right to vote
shall not be exercisable.
57.
No member shall vote at any general meeting or at any separate meeting of
the holders of any class of shares in the company, either in person or by proxy, in
respect of any share held by him unless all moneys presently payable by him in
respect of that share have been paid.
58.
No objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the vote objected to is tendered, and every
vote not disallowed at the meeting shall be valid. Any objection made in due time
shall be referred to the chairman whose decision shall be final and conclusive
59.
On a poll votes may be given either personally or by proxy. A member may
appoint more than one proxy to attend on the same occasion.
60.
The appointment of a proxy shall be executed by or on behalf of the appointor
and shall be in the following form (or in a form as near thereto as circumstances
allow or in any other form which is usual or which the directors may approve):-
PLCILimited
INVe,
, of
, being a member/members of the
above-named company, hereby appoint
of
or failing him,
of
, as my/our proxy to vote in my/our name(s) and on my/our
behalf at the general meeting of the company to be held on
19
and at any adjournment thereof.
Signed on
1g
61.
Where it is desired to afford members an opportunity of instructing the proxy
how he shall act the appointment of a proxy shall be in the following form (or in a
form as near thereto as circumstances allow or in any other form which is usual or
which the directors may approve):PLCILimited
INVe,
, of
being a member/members of the abovenamed company, hereby appoint
of
or failing him,
of
, as my/our proxy to vote in my/our name(s) and on
my/our behalf at the general meeting of the company to be held on
19
, and at any adjournment thereof.
This form is to be used in respect of the resolutions mentioned below as follows:
Resolution NO.1 *for *against
Resolution NO.2 'for 'against
*Strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from
voting.
Signed this
day of
19
62.
The appointment of a proxy and any authority under which it is executed or a
copy of such authority certified notarially or in some other way approved by the
directors may:­
(a)
in the case of an instrument in writing be deposited at the office or at
such other place within the United Kingdom as is specified in the notice convening
the meeting or in any instrument of proxy sent out by the company in relation to the
meeting not less than 48 hours before the time for holding the meeting or adjourned
meeting at which the person named in the instrument proposes to vote; or
(aa)
in the case of an appointment contained in an electronic
communication, where an address has been specified for the purpose of receiving
electronic communications­
(i)
in the notice convening the meeting, or
in the instrument of proxy sent out by the company in
(ii)
relation to the meeting, or
(iii)
in any invitation contained in an electronic
communication to appoint a proxy issued by the company in
relation to the meeting,
be received at such address not less than 48 hours before the time for
holding the meeting or adjourned meeting at which the person named in the
appointment proposes to vote;
(b)
in the case of a poll taken more than 48 hours after it is demanded, be
deposited or received as aforesaid after the poll has been demanded and not less
than 24 hours before the time appointed for the taking of the poll; or
(c)
where the poll is not taken forthwith but is taken not more than 48
hours after it was demanded, be delivered at the meeting at which the poll was
demanded to the chairman or to the secretary or to any director;
and an appointment of proxy which is not deposited, delivered or received in
a manner so permitted shall be invalid. In this regulation and the next, "address", in
relation to electronic communications, includes any number or address used for the
purposes of such communications.
63.
A vote given or poll demanded by proxy or by the duly authorised
representative of a corporation shall be valid notwithstanding the previous
determination of the authority of the person voting or demanding a poll unless notice
of the determination was received by the company at the office or at such other
place at which the instrument of proxy was duly deposited or, where the
appointment of the proxy was contained in an electronic communication, at the
address at which such appointment was duly received before the commencement
of the meeting or adjourned meeting at which the vote is given or the poll demanded
or (in the case of a poll taken otherwise than on the same day as the meeting or
adjourned meeting) the time appointed for taking the poll.
NUMBER OF DIRECTORS
64.
Unless otherwise determined by ordinary resolution, the number of directors
(other than alternate directors) shall not be subject to any maximum but shall be not
less than two.
ALTERNATE DIRECTORS
65.
Any director (other than an alternate director) may appoint any other director,
or any other person approved by resolution of the directors and willing to act, to be
an alternate director and may remove from office an alternate director so appointed
by him.
66.
An alternate director shall be entitled to receive notice of all meetings of
directors and of all meetings of committees of directors of which his appointor is a
member, to attend and vote at any such meeting at which the director appointing
him is not personally present, and generally to perform all the functions of his
appointor as a director in his absence but shall not be entitled to receive any
remuneration from the company for his services as an alternate director. But it shall
not be necessary to give notice of such a meeting to an alternate director who is
absent from the United Kingdom.
An alternate director shall cease to be an alternate director if his appointor
67.
ceases to be a director; but, if a director retires by rotation or otherwise but is
reappointed or deemed to have been reappointed at the meeting at which he retires,
any appointment of an alternate director made by him which was in force
immediately prior to his retirement shall continue after his reappointment.
68.
Any appointment or removal of an alternate director shall be by notice to the
company signed by the director making or revoking the appointment or in any other
manner approved by the directors.
69.
Save as otherwise provided in the articles, an alternate director shall be
deemed for all purposes to be a director and shall alone be responsible for his own
acts and defaults and he shall not be deemed to be the agent of the director
appointing him.
POWERS OF DIRECTORS
70.
SUbject to the provisions of the Act, the memorandum and the articles and to
any directions given by special resolution, the business of the company shall be
managed by the directors who may exercise all the powers of the company. No
alteration of the memorandum or articles and no such direction shall invalidate any
prior act of the directors which would have been valid if that alteration had not been
made or that direction had not been given. The powers given by this regulation
shall not be limited by any special power given to the directors by the articles and a
meeting of directors at which a quorum is present may exercise all powers
exercisable by the directors.
71.
The directors may, by power of attorney or otherwise, appoint any person to
be the agent of the company for such purposes and on such conditions as they
determine, including authority for the agent to delegate all or any of his powers.
DELEGATION OF DIRECTORS' POWERS
72.
The directors may delegate any of their powers to any committee consisting
of one or more directors. They may also delegate to any managing director or any
director holding any other executive office such of their powers as they consider
desirable to be exercised by him. Any such delegation may be made SUbject to any
conditions the directors may impose, and either collaterally with or to the exclusion
of their own powers and may be revoked or altered. Subject to any such conditions,
the proceedings of a committee with tvvo or more members shall be governed by
the articles regulating the proceedings of directors so far as they are capable of
applYing.
APPOINTMENT AND RETIREMENT OF DIRECTORS
73.
[Deleted]
74
[Deleted]
75.
[Deleted]
No person shall be appointed or reappointed a director at any general
76.
meeting unless:­
(a)
he is recommended by the directors; or
(b)
not less than fourteen nor more than thirty-five clear days before the
date appointed for the meeting, notice executed by a member qualified to vote at
the meeting has been given to the company of the intention to propose that person
for appointment or reappointment stating the particulars which would, if he were so
appointed or reappointed, be required to be included in the company's register of
directors together with notice executed by that person of his willingness to be
appointed or reappointed.
77.
Not less than seven nor more than tvventy-eight clear days before the date
appointed for holding a general meeting notice shall be given to all who are entitled
to receive notice of the meeting of any person who is recommended by the directors
for appointment or reappointment as a director at the meeting or in respect of whom
notice has been duly given to the company of the intention to propose him at the
meeting for appointment or reappointment as a director. The notice shall give the
particulars of that person which would, if he were so appointed or reappointed, be
required to be included in the company's register of directors.
78.
The company may by ordinary resolution appoint a person who is willing to
act to be a director either to fill a vacancy or as an additional director and may also
determine the rotation in which any additional directors are to retire.
79.
The directors may appoint a person who is willing to act to be a director,
either to fill a vacancy or as an additional director, provided that the appointment
does not cause the number of directors to exceed any number fixed by or in
accordance with the articles as the maximum number of directors.
80.
[Deleted]
DISQUALIFICATION AND REMOVAL OF DIRECTORS
81.
The office of a director, shall be vacated if:­
(a)
he ceases to be a director by virtue of any provision of the Act or he
becomes prohibited by law from being a director; or
(b)
he becomes bankrupt or makes any arrangement or composition with
his creditors generally: or
(c)
he is, or may be, suffering from mental disorder and either:­
(i)
he is admitted to hospital in pursuance of an application for
admission for treatment under the Mental Health Act 1983 or, in Scotland, an
application for admission under the Mental Health (Scotland) Act 1960; or
(ii)
an order is made by a court having jurisdiction (whether in the
United Kingdom or elsewhere) in matters concerning mental disorder for his
detention or for the appointment of a receiver, curator bonis or other person to
exercise powers with respect to his property or affairs; or
(d)
he resigns his office by notice to the company; or
(e)
he shall for more than six consecutive months have been absent
without permission of the directors from meetings of directors held during that
period and the directors resolve that his office be vacated.
REMUNERATION OF DIRECTORS
82.
The directors shall be entitled to such remuneration as the company may by
ordinary resolution determine and, unless the resolution provides otherwise, the
remuneration shall be deemed to accrue from day to day.
DIRECTORS' EXPENSES
83.
The directors may be paid all travelling, hotel, and other expenses properly
incurred by them in connection with their attendance at meetings of directors or
committees of directors or general meetings or separate meetings of the holders of
any class of shares or of debentures of the company or otherwise in connection
with the discharge of their duties.
DIRECTORS' APPOINTMENTS AND INTERESTS
84.
Subject to the provisions of the Act, the directors may appoint one or more of
their number to the office of managing director or to any other executive office under
the company and may enter into an agreement or arrangement with any director for
his employment by the company or for the provision by him of any services outside
the scope of the ordinary duties of a director. Any such appointment, agreement or
arrangement may be made upon such terms as the directors determine and they
may remunerate any such director for his services as they think fit.
Any
appointment of a director to an executive office shall terminate if he ceases to be a
director but without prejudice to any claim to damages for breach of the contract of
service betvveen the director and the company. A managing director and a director
holding any other executive office shall not be subject to retirement by rotation.
85.
Subject to the provisions of the Act, and provided that he has disclosed to the
directors the nature and extent of any material interest of his, a director
notwithstanding his office:­
(a)
may be a party to, or otherwise interested in, any transaction or
arrangement with the company or in which the company is otherwise interested;
(b)
may be a director or other officer of, or employed by, or a party to any
transaction or arrangement with, or otherwise interested in, any body corporate
promoted by the company or in which the company is otherwise interested; and
(c)
shall not, by reason of his office, be accountable to the company for
any benefit which he derives from any such office or employment or from any such
transaction or arrangement or from any interest in any such body corporate and no
such transaction or arrangement shall be liable to be avoided on the ground of any
such interest or benefit.
86.
For the purposes of regulation 85:­
(a)
a general notice given to the directors that a director is to be regarded
as having an interest of the nature and extent specified in the notice in any
transaction or arrangement in which a specified person or class of persons is
interested shall be deemed to be a disclosure that the director has an interest in any
such transaction of the nature and extent so specified; and
(b)
an interest of which a director has no knowledge and of which it is
unreasonable to expect him to have knowledge shall not be treated as an interest of
his.
DIRECTORS' GRATUITIES AND PENSIONS
87.
The directors may provide benefits, whether by the payment of gratuities or
pensions or by insurance or otherwise, for any director who has held but no longer
holds any executive office or employment with the company or with any body
corporate which is or has been a subsidiary of the company or a predecessor in
business of the company or of any such subsidiary, and for any member of his
family (including a spouse and a former spouse) or any person who is or was
dependent on him, and may (as well before as after he ceases to hold such office
or employment) contribute to any fund and pay premiums for the purchase or
provision of any such benefit.
PROCEEDINGS OF DIRECTORS
88.
Subject to the provision of the articles, the directors may regulate their
proceedings as they think fit. A director may, and the secretary at the request of a
director shall, call a meeting of the directors. It shall not be necessary to give notice
of a meeting to a director who is absent from the United Kingdom. Questions
arising at a meeting shall be decided by a majority of votes. In the case of an
equality of votes, the chairman shall have a second or casting vote. A director who
is also an alternate director shall be entitled in the absence of his appointor to a
separate vote on behalf of his appointor in addition to his own vote.
89.
The quorum for the transaction of the business of the directors may be fixed
by the directors and unless so fixed at any other number shall be two. A person
who holds office only as an alternate director shall, if his appointor is not present,
be counted in the quorum.
90.
The continuing directors or a sole continuing director may act
notwithstanding any vacancies in their number, but, if the number of directors is
less than the number fixed as the quorum, the continuing directors or director may
act only for the purpose of filling vacancies or of calling a general meeting.
91.
The directors may appoint one of their number to be the chairman of the
board of directors and may at any time remove him from that office. Unless he is
unwilling to do so, the director so appointed shall preside at every meeting of
directors at which he is present. But if there is no director holding that office, or if
the director holding it is unwilling to preside or is not present within five minutes
after the time appointed for the meeting, the directors present may appoint one of
their number to be chairman of the meeting.
92.
All acts done by a meeting of directors, or of a committee of directors, or by a
person acting as a director shall, notvvithstanding that it be afterwards discovered
that there was a defect in the appointment of any director or that any of them were
disqualified from holding office, or had vacated office, or were not entitled to vote,
be as valid as if every such person had been duly appointed and was qualified and
had continued to be a director and had been entitled to vote.
93
A resolution in writing signed by all the directors entitled to receive notice of a
meeting of directors or of a committee of directors shall be as valid and effectual as
if it had been passed at a meeting of directors or (as the case may be) a committee
of directors duly convened and held and may consist of several documents in the
like form each signed by one or more directors; but a resolution signed by an
alternate director need not also be signed by his appointor and, if it is signed by a
director who has appointed an alternate director, it need not be signed by the
alternate director in that capacity.
94.
Save as otherwise provided by the articles, a director shall not vote at a
meeting of directors or of a committee of directors on any resolution concerning a
matter in which he has, directly or indirectly, an interest or duty which is material
and which conflicts or may conflict with the interests of the company unless his
interest or duty arises only because the case falls within one or more of the
following paragraphs:­
(a)
the resolution relates to the giving to him of a guarantee, security, or
indemnity in respect of money lent to, or an obligation incurred by him for the
benefit of, the company or any of its subsidiaries;
(b)
the resolution relates to the giving to a third party of a guarantee,
security, or indemnity in respect of an obligation of the company or any of its
subsidiaries for which the director has assumed responsibility in whole or part and
whether alone or jointly with others under a guarantee or indemnity or by the giving
of security;
(c)
his interest arises by virtue of his subscribing or agreeing to subscribe
for any shares, debentures or other securities of the company or any of its
subsidiaries, or by virtue of his being, or intending to become, a participant in the
underwriting or sub-underwriting of an offer of any such shares, debentures, or other
securities by the company or any of its subsidiaries for subscription, purchase or
exchange;
(d)
the resolution relates in any way to a retirement benefits scheme
which has been approved, or is conditional upon approval, by the Board of Inland
Revenue for taxation purposes.
For the purposes of this regulation, an interest of a person who is, for any purpose
of the Act (excluding any statutory modification thereof not in force when this
regulation becomes binding on the company), connected with a director shall be
treated as an interest of the director and, in relation to an alternate director, an
interest of his appointor shall be treated as an interest of the alternate director
without prejudice to any interest which the alternate director has otherwise.
95.
A director shall not be counted in the quorum present at a meeting in relation
to a resolution on which he is not entitled to vote.
96.
The company may by ordinary resolution suspend or relax to any extent,
either generally or in respect of any particular matter, any provision of the articles
prohibiting a director from voting at a meeting of directors or of a committee of
directors.
97.
\fI/here proposals are under consideration concerning the appointment of two
or more directors to offices or employments with the company or any body
corporate in which the company is interested the proposals may be divided and
considered in relation to each director separately and (provided he is not for another
reason precluded from voting) each of the directors concerned shall be entitled to
vote and be counted in the quorum in respect of each resolution except that
concerning his own appointment.
98.
If a question arises at a meeting of directors or of a committee of directors as
to the right of a director to vote, the question may, before the conclusion of the
meeting, be referred to the chairman of the meeting and his ruling in relation to any
director other than himself shall be final and conclusive.
SECRETARY
99.
Subject to the provisions of the Act, the secretary shall be appointed by the
directors for such term, at such remuneration and upon such conditions as they
may think fit; and any secretary so appointed may be removed by them
MINUTES
100. The directors shall cause minutes to be made in books kept for the purpose:­
(a)
of all appointments of officers made by the directors: and
(b)
of all proceedings at meetings of the company, of the holders of any
class of shares in the company, and of the directors, and of committees of
directors, including the names of the directors present at such meeting.
THE SEAL
101. The seal shall only be used by the authority of the directors or of a committee
of directors authorised by the directors. The directors may determine who shall sign
any instrument to which the seal is affixed and unless otherwise so determined it
shall be signed by a director and by the secretary or by a second director.
DIVIDENDS
102. Subject to the provisions of the Act, the company may by ordinary resolution
declare dividends in accordance with the respective rights of the members, but no
dividend shall exceed the amount recommended by the directors.
103. Subject to the provisions of the Act, the directors may pay interim dividends if
it appears to them that they are justified by the profits of the company available for
distribution. If the share capital is divided into different classes, the directors may
pay interim dividends on shares which confer deferred or non-preferred rights with
regard to dividend as well as on shares which confer preferential rights with regard
to dividend, but no interim dividend shall be paid on shares carrying deferred or non­
preferred rights if, at the time of payment, any preferential dividend is in arrear. The
directors may also pay at intervals settled by them any dividend payable at a fixed
rate if it appears to them that the profits available for distribution justify the payment.
Provided the directors act in good faith they shall not incur any liability to the holders
of shares conferring preferred rights for any loss they may suffer by the lavvful
payment of an interim dividend on any shares having deferred or non-preferred
rights.
104. Except as otherwise provided by the rights attached to shares, all dividends
shall be declared and paid according to the amounts paid up on the shares on
which the dividend is paid.
All dividends shall be apportioned and paid
proportionately to the amounts paid up on the shares during any portion or portions
of the period in respect of which the dividend is paid; but if any share is issued on
terms proViding that it shall rank for dividend as from a particular date, that share
shall rank for dividend accordingly.
105. A general meeting declaring a dividend may, upon the recommendation of
the directors, direct that it shall be satisfied wholly or partly by the distribution of
assets and, where any difficulty arises in regard to the distribution, the directors
may settle the same and in particular may issue fractional certificates and fix the
value for distribution of any assets and may determine that cash shall be paid to any
member upon the footing of the value so fixed in order to adjust the rights of
members and may vest any assets in trustees
106. Any dividend or other moneys payable in respect of a share may be paid by
cheque sent by post to the registered address of the person entitled or, if two or
more persons are the holders of the share or are jointly entitled to it by reason of the
death or bankruptcy of the holder, to the registered address of that one of those
persons who is first named in the register of members or to such person and to
such address as the person or persons entitled may in writing direct. Every cheque
shall be made payable to the order of the person or persons entitled or to such other
person as the person or persons entitled may in writing direct and payment of the
cheque shall be a good discharge to the company. Any joint holder or other person
jointly entitled to a share as aforesaid may give receipts for any dividend or other
moneys payable in respect of the share.
107. No dividend or other moneys payable in respect of a share shall bear interest
against the company unless otherwise provided by the rights attached to the share.
108. Any dividend which has remained unclaimed for twelve years from the date
when it became due for payment shall, if the directors so resolve, be forfeited and
cease to remain owing by the company.
ACCOUNTS
109. No member shall (as such) have any right of inspecting any accounting
records or other book or document of the company except as conferred by statute or
authorised by the directors or by ordinary resolution of the company
CAPITALiSAnON OF PROFITS
110. The directors may with the authority of an ordinary resolution of the
company:­
(a)
subject as hereinafter provided, resolve to capitalise any undivided
profits of the company not required for paying any preferential dividend (whether or
not they are available for distribution) or any sum standing to the credit of the
company's share premium account or capital redemption reserve;
(b)
appropriate the sum resolved to be capitalised to the members who
would have been entitled to it if it were distributed by way of dividend and in the
same proportions and apply such sum on their behalf either in or towards paying up
the amounts, if any, for the time being unpaid on any shares held by them
respectively, or in paying up in full unissued shares or debentures of the company of
a nominal amount equal to that sum, and allot the shares or debentures credited as
fully paid to those members, or as they may direct, in those proportions, or partly in
one way and partly in the other; but the share premium account, the capital
redemption reserve, and any profits which are not available for distribution may, for
the purposes of this regulation, only be applied in paying up unissued shares to be
allotted to members credited as fully paid;
(c)
make such provision by the issue of fractional certificates or by
payment in cash or otherwise as they determine in the case of shares or
debentures becoming distributable under this regulation in fractions; and
(d)
authorise any person to enter on behalf of all the members concerned
into an agreement with the company prOViding for the allotment to them
respectively, credited as fully paid, of any shares or debentures to which they are
entitled upon such capitalisation, any agreement made under such authority being
binding on all such members.
NOTICES
111. Any notice to be given to or by any person pursuant to the articles (other than
a notice calling a meeting of the directors) shall be in writing or shall be given using
electronic communications to an address for the time being notified for that purpose
to the person giving notice. In this regulation, "address", in relation to electronic
communications, includes any number or address used for the purposes of such
communications.
112. The company may give any notice to a member either personally or by
sending it by post in a prepaid envelope addressed to the member at his registered
address or by leaving it at that address or by giving it using electronic
communications to an address for the time being notified to the company by the
member. In the case of joint holders of a share, all notices shall be given to the
joint holder whose name stands first in the register of members in respect of the
joint holding and notice so given shall be sufficient notice to all the joint holders. A
member whose registered address is not within the United Kingdom and who gives
to the company an address within the United Kingdom at which notices may be
given to him, or an address to which notices may be sent using electronic
communications shall be entitled to have notices given to him at that address, but
otherwise no such member shall be entitled to receive any notice from the
company. In this regulation and the next, "address" in relation to electronic
communications, includes any number or address used for the purposes of such
communications.
113. A member present, either in person or by proxy, at any meeting of the
company or of the holders of any class of shares in the company shall be deemed
to have received notice of the meeting and, where requisite, of the purposes for
which it was called.
114. Every person who becomes entitled to a share shall be bound by any notice
in respect of that share which, before his name is entered in the register of
members, has been duly given to a person from whom he derives his title.
115. Proof that an envelope containing a notice was properly addressed, prepaid
and posted shall be conclusive evidence that the notice was given. Proof that a
notice contained in an electronic communication was sent in accordance with
guidance issued by the Institute of Chartered Secretaries and Administrators shall
be conclusive evidence that the notice was given. A notice shall be deemed to be
given at the expiration of 48 hours after the envelope containing it was posted, or, in
the case of a notice contained in an electronic communication, at the expiration of
48 hours after the time it was sent.
116. A notice may be given by the company to the persons entitled to a share in
consequence of the death or bankruptcy of a member by sending or delivering it, in
any manner authorised by the articles for the giving of notice to a member,
addressed to them by name, or by the title of representatives of the deceased, or
trustee of the bankrupt or by any like description at the address, if any, within the
United Kingdom supplied for that purpose by the persons claiming to be so entitled.
Until such an address has been supplied, a notice may be given in any manner in
which it might have been given if the death or bankruptcy had not occurred
WINDING UP
117. If the company is wound up, the liquidator may, with the sanction of a special
resolution of the company and any other sanction required by the Act divide among
the members in specie the whole or any part of the assets of the company and
may, for that purpose, value any assets and determine how the division shall be
carried out as between the members or different classes of members. The
liquidator may, with the like sanction, vest the whole or any part of the assets in
trustees upon such trusts for the benefit of the members as he with the like sanction
determines, but no member shall be compelled to accept any assets upon which
there is a liability.
INDEMNITY
118. SUbject to the provisions of the Act but without prejudice to any indemnity to
which a director may otherwise be entitled, every director or other officer or auditor
of the company shall be indemnified out of the assets of the company against any
liability incurred by him in defending any proceedings, whether civil or criminal, in
which judgment is given in his favour or in which he is acquitted or in connection
with any application in which relief is granted to him by the court from liability for
negligence, default, breach of duty or breach of trust in relation to the affairs of the
company.